Amending a share buyback authority or a share buyback contract
Amending a share buyback authority or a share buyback contract

The following Corporate practice note provides comprehensive and up to date legal information covering:

  • Amending a share buyback authority or a share buyback contract
  • Off-market or on-market?
  • Shareholder approval of a share buyback
  • Off-market share buyback
  • On-market share buyback
  • Variation, revocation or renewal of share buyback authority
  • Authorisation of the terms of a share buyback contract
  • Authority for an employees' share scheme buyback
  • Authority for an on-market share buyback
  • Variation of a share buyback contract and the release of rights under it
  • More...

A limited company may buy back shares in itself, if certain conditions set out in the Companies Act 2006 (CA 2006) are met. This is known as a share buyback or a purchase of own shares. In addition to the provisions of CA 2006, there are other rules and guidelines that are relevant to a listed company or an AIM company.

The restrictions in CA 2006 relating to share buybacks do not apply to unlimited companies. For further information on this type of company, see Practice Note: Unlimited companies.

For a summary of the regime for carrying out a share buyback, see Practice Note: Share buybacks—a quick guide.

For a consideration of the law applicable to a share buyback and information on why a company might wish to carry out one, see Practice Note: Share buybacks—the legal framework.

Off-market or on-market?

Two types of share buyback are possible for a public company. It may make an off-market purchase of shares or a market (or ‘on-market’) purchase of shares.

For an explanation of the differences between an off-market share buyback and an on-market share buyback, see Practice Note: Share buybacks—the legal framework.

Shareholder approval of a share buyback

Shareholder approval must be obtained before a limited company carries out a share buyback. However, the form of shareholder approval required varies depending on whether the share buyback is to be carried out off-market or

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